WVC 47 - 9 - 23
§47-9-23. Events of withdrawal of general partner.
Except as approved by the specific written consent of all
partners at the time, a person ceases to be a general partner of
a limited partnership upon the happening of any of the following
events:

(1) The general partner withdraws from the limited
partnership as provided in section thirty-two of this article;

(2) The general partner ceases to be a member of the limited
partnership as provided in section forty of this article;

(3) The general partner is removed as a general partner in
accordance with the partnership agreement;

(4) Unless otherwise provided for in writing in the
partnership agreement, the general partner: (i) makes an
assignment for the benefit of creditors; (ii) files a voluntary
petition in bankruptcy; (iii) is adjudicated a bankrupt or
insolvent; (iv) files a petition or answer seeking for himself
any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law
or regulation; (v) files an answer or other pleading admitting or
failing to contest the material allegations of a petition filed
against him in any proceeding of this nature; or (vi) seeks,
consents to, or acquiesces in the appointment of a trustee,
receiver or liquidator of the general partner or of all or any
substantial part of his properties;

(5) Unless otherwise provided in writing in the partnership
agreement, one hundred twenty days after the commencement of any
proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any statute, law or regulation, the
proceeding has not been dismissed, or if within ninety days after
the appointment without his consent or acquiescence of a trustee,
receiver or liquidator of the general partner or of all or any
substantial part of his properties, the appointment is not
vacated or stayed or within ninety days after the expiration of
any such stay, the appointment is not vacated;

(6) In the case of a general partner who is a natural
person, (i) his death; or (ii) the entry by a court of competent
jurisdiction adjudicating him incompetent to manage his person or
his estate;

(7) In the case of a general partner who is acting as a
general partner by virtue of being a trustee of a trust, the
termination of the trust, but not merely the substitution of a
new trustee;

(8) In the case of a general partner that is a separate
partnership, the dissolution and commencement of winding up of
the separate partnership;

(9) In the case of a general partner that is a corporation,
the filing of a certificate of dissolution, or its equivalent,
for the corporation or the revocation of its charter; or

(10) In the case of an estate, the distribution by the
fiduciary of the estate's entire interest in the partnership.

Note: WV Code updated with legislation passed through the 2014 1st Special Session
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